The Shareholder Rights Project (SRP) was established by the Harvard Law School Program on Institutional Investors to contribute to education, discourse, and research related to efforts by institutional investors to improve corporate governance arrangements at publicly traded firms. During the previous three academic years (2011-2012 through 2013-2014), the SRP operated a clinic that assisted institutional investors (several public pension funds and a foundation) in moving S&P 500 and Fortune 500 companies towards annual elections. This work contributed to board declassification at about 100 S&P 500 and Fortune 500 companies. With work on the declassification project completed last summer, the clinic has not been operating during the current academic year. This website provides information about the work done by the SRP clinic during its three years of operation; a detailed final report on this work will be issued in 2015. Any communications with respect to the SRP clinic should be attributed solely to the SRP and not to Harvard Law School or Harvard University.

Proposals for the 2013 Proxy Season

This webpage contains information about precatory declassification proposals that institutional investors that worked with the SRP clinic submitted for voting at annual meetings of 76 S&P 500 and Fortune 500 companies with classified boards during the 2013 proxy season. The proposals urged repeal of the companies’ classified boards and a move to annual elections, which are widely viewed as corporate governance best practice.

The SRP clinic and investors that worked with the SRP clinic engaged with companies receiving shareholder declassification proposals, and some of the companies receiving shareholder proposals agreed to take steps necessary to declassify their boards.

The table below lists each of the S&P 500 and Fortune 500 companies to which institutional investors that worked with the SRP clinic submitted declassification proposals, together with the proponent for each proposal.